EX-4.5




 Exhibit 4.5 

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 WARRANT TO PURCHASE STOCK

  

			
	 Corporation:
		NUTANIX, INC.,
 a Delaware corporation

	 Number of Shares:
		10,000
	 Class of Stock:
		See below
	 Warrant Price:
		See below
	 Issue Date:
		November 26, 2013
	 Expiration Date:
		November 26, 2023

 THIS WARRANT TO PURCHASE STOCK (THIS “WARRANT”) CERTIFIES THAT, for good and valuable consideration,
the receipt of which is hereby acknowledged, COMERICA BANK, a Texas banking association, or its assignee (“Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the class of securities (the
“Shares”) of NUTANIX, INC., a Delaware corporation (the “Company”) at the Warrant Price, all as set forth below and as adjusted pursuant to the terms of this Warrant, subject to the provisions and upon the terms and conditions
set forth in this Warrant. 
 Class of Stock and Warrant Price. If Company sells or issues its Series D Preferred Stock in a
transaction that generates at least $10,000,000 of proceeds to Company by March 31, 2014, then the Shares shall be Series D Preferred Stock and the Warrant Price shall be the price per share at which the Series D Preferred Stock were sold in
such transaction. If the Company does not sell or issue its Series D Preferred Stock in a transaction that generates at least $10,000,000 of proceeds to Company by March 31, 2014 or an Acquisition (as defined below) occurs on or prior to
March 31, 2014, then the Shares shall be Series C Preferred Stock and the Warrant Price shall be $4.2948 per share. 
 ARTICLE 1

 EXERCISE 
 1.1
Method of Exercise. Holder may exercise this Warrant by a duly executed Notice of Exercise in substantially the form attached as Appendix I to the principal office of the Company (or such other appropriate location as Holder is so instructed
by the Company). Holder shall also deliver to the Company a check, wire transfer (to an account designated by the Company) or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased. 

1.2 Intentionally Omitted. 

1.3 Delivery of Certificate and New Warrant. Within 30 days after Holder exercises this Warrant and the Company receives payment of the
aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised and has not expired, a new warrant representing the Shares not so acquired. 

  
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 1.4 Replacement of Warrants. In the case of loss, theft or destruction of this Warrant,
upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this
Warrant, a new warrant of like tenor. 
 1.5 Acquisition of the Company. 

1.5.1 “Acquisition.” For the purpose of this Warrant, “Acquisition” means (a) any sale,
license, or other disposition of all or substantially all of the assets (including intellectual property) of the Company, or (b) any reorganization, consolidation, merger, sale of the voting securities of the Company or other transaction or
series of related transactions where the holders of the Company’s securities before the transaction or series of related transactions beneficially own less than 50% of the outstanding voting securities of the surviving entity after the
transaction or series of related transactions. 
 1.5.2 Treatment of Warrant in the Event of an Acquisition. The
Company shall give Holder written notice at least 10 days prior to the closing of any proposed Acquisition. Except in the case of an Excluded Acquisition (as defined below), the Company will use commercially reasonable efforts to cause (i) the
acquirer of the Company, (ii) successor or surviving entity or (iii) parent entity in an Acquisition (the “Acquirer”) to assume this Warrant as a part of the Acquisition. 

(a) If the Acquirer assumes this Warrant, then this Warrant shall be exercisable for the same securities, cash, and property as
would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. The Warrant Price shall be adjusted accordingly, and
the Warrant Price and number and class of Shares shall continue to be subject to adjustment from time to time in accordance with the provisions hereof. 

(b) If the Acquirer refuses to assume this Warrant in connection with the Acquisition, the Company shall give Holder an
additional written notice at least five days prior to the closing of the Acquisition of such fact. In such event, notwithstanding any other provision of this Warrant to the contrary, Holder may immediately exercise this Warrant in the manner
specified in this Warrant with such exercise effective immediately prior to closing of the Acquisition. If Holder elects not to exercise this Warrant, then this Warrant will terminate immediately prior to the closing of the Acquisition.
Notwithstanding any other provision of this Warrant to the contrary if the Acquirer refuses to assume this Warrant in connection with such Acquisition, other than in connection with an Excluded Acquisition (as defined below), then effective as of
the date that is five days prior to the closing of such Acquisition, the Holder shall have the option to elect to put this Warrant to the Company for a per Share amount equal to the difference between the Acquisition consideration payable for one
Share and the Warrant Price. As used herein, an “Excluded Acquisition” means, an Acquisition where the consideration that the holders of the Shares are entitled to receive on account of the Shares consists entirely of cash and/or shares of
common stock that are publicly traded on a national exchange and where the shares, if any, receivable by the Holder of this Warrant were the Holder to exercise this Warrant in full immediately prior to the closing of such Acquisition may be publicly
re-sold by the Holder in their entirety within the three (3) months following such closing pursuant to Rule 144 or an effective registration statement under the Act. 

  
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 ARTICLE 2 

ADJUSTMENTS TO THE SHARES 

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other
securities, or subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which
Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 
 2.2
Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder
shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification,
exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the
Company’s Certificate of Incorporation upon the closing of a registered public offering of the Company’s common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The
new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price, the number of securities or
property issuable upon exercise of the new warrant and expiration date. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 

2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification, reverse split or
otherwise, into a lesser Number of Shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are split or multiplied, by reclassification or otherwise, into a greater Number of Shares, the Warrant Price shall be
proportionately decreased. 
 2.4 Adjustments for Diluting Issuances. In the event of the issuance (a “Diluting Issuance”)
by the Company, after the Issue Date of this Warrant, of securities at a price per share less than the Warrant Price, then the number of shares of common stock issuable upon conversion of the Shares shall be adjusted in accordance with those
provisions of the Company’s Certificate of Incorporation, a copy of which is attached hereto as Exhibit A, which apply to Diluting Issuances as if the Shares were outstanding on the date of such Diluting Issuance. The provisions set
forth for the Shares in the Company’s Certificate of Incorporation relating to the above in effect as of the Issue Date may not be amended, modified or waived, without the prior written consent of Holder unless such amendment, modification or
waiver affects the rights associated with the Shares in the same manner as such amendment, modification or waiver affects the rights associated with all other shares of the same series and class as the Shares granted to the Holder. Under no
circumstances shall the aggregate Warrant Price payable by the Holder upon exercise of this Warrant increase as a result of any adjustment arising from a Diluting Issuance. 

2.5 No Impairment. The Company shall not, by amendment of its Certificate of Incorporation or through a reorganization, transfer of
assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall
at all times in good faith assist in carrying out all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder’s rights under this Article 2 against impairment. However, the Company
shall not be deemed to have impaired Holder’s rights if the Company amends its Certificate of 

  
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Incorporation, or the holders of the Company’s preferred stock waive their rights thereunder, in a manner that does not (individually or when considered in context) affect Holder in a manner
different from the effect that such amendments or waivers have on the rights of other holders of the same series and class as the Shares. 

2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish Holder with a certificate signed by its Chief Financial Officer or Vice President of Accounting setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish
Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. 

2.7 Fractional Shares. No fractional Shares shall be issuable upon exercise of this Warrant and the Number of Shares to be issued shall
be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise of this Warrant, the Company shall eliminate such fractional share interest by paying Holder an amount in cash computed by multiplying the fractional
interest by the fair market value, as determined by the Company’s Board of Directors, of a full Share. 
 ARTICLE 3 

REPRESENTATIONS AND COVENANTS OF THE COMPANY 

3.1 Representations and Warranties. The Company hereby represents and warrants to, and agrees with, the Holder as follows: 

3.1.1 The initial Warrant Price referenced on the first page of this Warrant is not greater than the price at which the Company
has sold shares of its Series C Preferred Stock to any other investor or purchaser. 
 3.1.2 All Shares which may be issued
upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 

3.1.3 The Company’s capitalization table delivered to Holder as of the Issue Date is true and complete as of the Issue
Date. 
 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its
stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or
series or other rights; (c) to effect any reclassification or recapitalization of stock; or (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to
liquidate, dissolve or wind up, then, in connection with each such event, the Company shall give Holder (1) at least 10 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription
rights (and specifying the date on which the holders of stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above; and (2) in the case of the matters referred
to in (c) and (d) above at least 10 days prior written notice of the date when the same will take place (and specifying the date on which the holders of stock will be entitled to exchange their stock for securities or other property
deliverable upon the occurrence of such event). Upon request, the Company shall provide Holder with such information reasonably necessary for Holder to evaluate its rights as a holder of this Warrant or Warrant Shares in the case of matters referred
to (a), (b), (c) and (d) herein above. 

  
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 3.3 Information Rights. Following the expiration or termination of the information rights
set forth in the loan agreement between Holder and the Company, and so long as the Holder holds this Warrant and/or any of the Shares, the Company shall deliver to the Holder the financial statements and reports required by Section 2.1 of the
Investors Rights Agreement (as defined below). In addition, and without limiting the generality of the foregoing, so long as the Holder holds this Warrant and/or any of the Shares, the Company shall afford to the Holder the same access to
information concerning the Company and its business and financial condition as would be afforded to a holder of the class of Shares under applicable state law. Notwithstanding the foregoing, in the event that the Major Holders (as defined in that
certain Amended and Restated Investors Rights Agreement between the Company and the Investors (as defined therein) dated as of August 20, 2012, as amended, a copy of which is attached hereto as Exhibit B (the “Investors’ Rights
Agreement”)) waive their right to or extend the time period to receive the Company’s annual audited financial statements or the Company’s quarterly unaudited financial statements pursuant to Section 2.1 of the Investors’
Rights Agreement, the Holder shall similarly be deemed to automatically waive their right to or extend the time period to receive the Company’s annual audited financial statements or the Company’s quarterly unaudited financial statements
pursuant to this Section 3.3 without any further consent of Holder being required. 
 3.4 Registration Under the Act. The
Company agrees that the Shares or, if the Shares are convertible into common stock of the Company, such common stock, shall be entitled to the same “piggy back” registration rights in accordance with Section 2.2 of the Investors’
Rights Agreement as the other holders of Registrable Securities (as defined in the Investors’ Rights Agreement). The Company agrees that no amendments to the Investors’ Right Agreement will be made to the Investors’ Rights Agreement
which would have an impact on Holder’s “piggy back” registration rights hereunder unless such amendment, modification or waiver affects the “piggy back” registration rights associated with the Shares in the same manner as
such amendment, modification or waiver affects the “piggy back” registration rights of all other shares of the same series and class as the Shares. Holder shall be deemed to be a party to the Investors’ Rights Agreement solely for the
purposes of the above-mentioned “piggy back” registration rights and the market stand-off agreement contained in Section 3.5 below and upon the request of the Company shall execute a counter-part signature page to the
Investors’ Rights Agreement. 
 3.5 Market Stand-Off Agreement. The Holder hereby agrees that this Warrant, the Shares or, if
the Shares are convertible into common stock of the Company, such common stock, shall be subject to the market-stand off provisions contained in Section 1.14 of the Investors’ Rights Agreement. Holder agrees, if requested by the Company,
to execute a market standoff agreement with said underwriters in customary form consistent with the provisions of Section 1.14 of the Investors’ Rights Agreement. 

ARTICLE 4 
 MISCELLANEOUS

 4.1 Term. Subject to Section 1.5.2, this Warrant is exercisable in whole or in part, for a period of 10 years starting
from the Issue Date. The Company agrees that Holder may terminate this Warrant, upon notice to the Company, at any time in its sole discretion. 

4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
shall be imprinted with a legend in substantially the following form: 
 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE 

  
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PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO
RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. 
 4.3 Compliance with
Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part
without the consent of the Company and compliance with applicable federal and state securities laws by the transferor and the transferee. The Company’s consent shall not be required and the Company shall not require Comerica Bank
(“Bank”) or a Bank Affiliate (as defined herein) to provide an opinion of counsel or investment representation letter, if the transfer is to Bank’s parent company, Comerica Incorporated (“Comerica”), or any other affiliate
of Bank (“Bank Affiliate”). 
 4.4 Transfer Procedure. After receipt of the executed Warrant, Bank will transfer all of
this Warrant to Comerica Ventures Incorporated, a non-banking subsidiary of Comerica and a Bank Affiliate (“Ventures”). Subject to the provisions of Section 4.3, Holder may transfer all or part of this Warrant or the Shares issuable
upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of this Warrant being transferred setting forth the name, address and taxpayer
identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided, however, that Holder may transfer all or part of this Warrant to its affiliates,
including, without limitation, Ventures, at any time without notice or the delivery of any other instrument to the Company, and such affiliate shall then be entitled to all the rights of Holder under this Warrant and any related agreements, and the
Company shall cooperate fully in ensuring that any stock issued upon exercise of this Warrant is issued in the name of the affiliate that exercises this Warrant. The terms and conditions of this Warrant shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective permitted successors and assigns. 
 4.5 Notices. All notices and other
communications from the Company to the Holder, or vice versa, shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid, or sent via a nationally recognized overnight courier
service (such as, but not limited to, Federal Express, DHL or UPS), fee prepaid, or on the first business day after transmission by facsimile, at such address or facsimile number as may have been furnished to the Company or the Holder, as the case
may be, in writing by the Company or such Holder from time to time. Effective upon the receipt of executed Warrant and initial transfer described in Article 5.4 above, all notices to the Holder shall be addressed as follows until the Company
receives notice of a change of address in connection with a transfer or otherwise: 
 Comerica Ventures Incorporated 

Attn: Warrant Administrator 

1717 Main Street, 5th Floor, MC 6406 

Dallas, Texas 75201 

All notices to the Company shall be addressed as follows: 

NUTANIX, INC. 

1740 Technology Drive, Suite 150 

San Jose, CA 95110 

Attention: Vice President of Accounting 

  
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 4.6 Amendments; Waiver. This Warrant and any term hereof may be amended, changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which enforcement of such amendment, change, waiver, discharge or termination is sought. 

4.7 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees. 

4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without
giving effect to its principles regarding conflicts of law. 
 4.9 Confidentiality. The Company hereby agrees to keep the terms and
conditions of this Warrant confidential, provided that the Company may disclose this warrant to its stockholders, potential investors and potential acquirors. Notwithstanding the foregoing confidentiality obligation, the Company may disclose
information relating to this Warrant as required by law, rule, regulation, court order or other legal authority, provided that (i) the Company has given Holder at least ten (10) days’ notice of such required disclosure, and
(ii) the Company only discloses information that is required, in the opinion of counsel reasonably satisfactory to Holder, to be disclosed. 
  

			
	 NUTANIX, INC.,
 a Delaware
corporation

		
	 By:
		/s/ Ken Long
	 Name:
		Ken Long
	 Title:
		VP of Accounting



  
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 APPENDIX I 

NOTICE OF EXERCISE 
 1.
The undersigned hereby elects to purchase                      shares of the
                     stock of NUTANIX, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase
price of such shares in full. 
 2. Please issue a certificate or certificates representing said shares in the name of the undersigned or in
such other name as is specified below: 
 Comerica Ventures Incorporated 

Attn: Warrant Administrator 

1717 Main Street, 5th Floor, MC 6406 

Dallas, Texas 75201 

Facsimile No. 

3. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a
view toward the resale or distribution thereof except in compliance with applicable securities laws. 
  

					
	 COMERICA VENTURES INCORPORATED or

Assignee

			
	  
				
	(Signature)				
			
	  
				
	 (Name and Title)
				
			
	  
				
	 (Date)